Fred's Rambling Blues
by Kat Leon
Summary: Fred and Illyria pairing request by flurblewig: what if Illyria took Spike instead of Fred?
1. Chapter 1

One of her neighbors played jazz and blues at sundown. Although she had never cared much for instrumental pieces in the past unless they had some kind of up-tempo twang, this music fit her mood. Really, under the current circumstances, it was the only kind of music Fred could tolerate. The wavering strains of the Standards set in sax and trombone echoed against the buildings and swirled up to her rooftop, the notes distorted like a broken music box. Tonight's medley began with "All Blues" – almost comforting in its familiarity, no bop chorus beating on the brain. The whine of the trumpet like the sound her heart made whenever she chose to indulge in regret. Besides, tunes with words hurt more, made too much sense, as the next song made painfully obvious. Lush strings greeted the introduction and the croon of Dinah Washington pierced the back of Fred's throat with longing: _What a difference a day makes... _One day changed everything. Now ten of them had passed, all strung up together like hangmen, the ending of each one bringing with it a little more loss.

"This...music, that's what you called it?" the voice of her new roommate interrupted her thoughts. "The timbre of it twitches against the flesh like a contagion. What is the purpose of such an irritant?"

Fred sighed, feeling that all of her answers had been taken already. This past week made her wonder if she would ever welcome motherhood, the terrible twos and their inevitable "why" stage: _Why is the sky blue, mommy? Why is the grass green, mommy? Why do bad things happen to good people, mommy? _The offending inquisitor stood in the periphery of her vision and she could not make herself face it. No, she decided. This had to be very different from motherhood, very different indeed.

With a child, she would feel some excitement about sharing the world with a new soul, experiencing that joy and wonderment at revisiting the world through fresh eyes. Nothing about this creature could be described as "fresh" or "new," and nothing Fred felt registered anything like excitement.

"Some people like it, is all. It's art, like the paintings I showed you in those books? An artist's interpretation of the world, only through those notes of sound instead of color," she explained wearily and then forced the next words out: "Do you understand?"

The thing made a sound like a snort of derision. "I do not understand the creation of useless noise that pollutes the air like an infection. It offends me. End it."

"I'm not playing the music," Fred mumbled. "I don't have any control over what people do in their own apartments."

She heard a shuffling noise and knew the figure stood behind her, knew it stared at her with a maniacal twist to its head. It continued to question what it called her audacity to challenge a direct order. "You underestimate the control you possess. The control I could imbue in you if you would have it."

"I won't," Fred answered savagely, throwing her guard back up against him, a reminder of the stand she'd taken earlier in opposition to him – a proposal that made her take to the rooftop, seek air and space. "Besides, I couldn't stop that music if I wanted to." She finally turned around, leaning back on the roof's balcony to bolster her. "And I don't want to."

No matter how she tried to prepare herself, the spectacle she faced never ceased to send a jolt through her. A face and appearance so familiar and dear, yet at the same time, so much a stranger. Take an attractive male form and shoehorn into it a millennia-old parasite with a sword fetish and an attitude, this would be the result: human skin scarred by the amphibious complexion of the thing, as though Illyria's life essence of destruction had tried to explode out of the body. Joints and hairline speckled blue, lips leached into a frosty gray, but the face… No denying whom it once had been.

"You are the most insolent Qwa'ha Xahn I have ever had the misfortune to attend me," said the man-not-man, his British accent not raucous and streetwise, but clipped and efficient. He shook his head in disgust, barely disturbing the blond hair with bruise-colored roots, slicked back in half curl and gleaming sterilely in the moonlight. "You humans are ill-designed to serve any master, never mind one of my stature."

"Then dismiss me," Fred urged, hearing the response come out as more of a call for mercy than a demand.

"Be assured that I am most amenable to such a thought," he curled his mouth in an approximation of a leer. On Spike, it could've been teasing and full of mirth, provoking her own lips to turn up in kind. Yet this thing took the same face, the same features and twisted them into something perverse. Or maybe, she thought sadly, maybe she just missed her friend.

"However, you eliminated the one human who could have borne his duty to me with skill and deference. The laws state that you must fill his place."

"Whose laws?" she shot back.

He smiled then, truly smiled as though he savored her response. "Why, mine of course."

Fred looked at this thing that called itself Illyria and searched its face for some reason to keep it alive. Each day, it got a little harder to muster up sympathy for it. Ten days since they'd lost Spike and gained Illyria. Which, Fred frowned, almost counted as a double negative. Some people left bigger holes of loss than others. Spike's seemed more like a crater. No one left to challenge Angel or question their allegiances, no one to push to the front lines when it came time to fight. No one to give their consciences a well-timed poke, either dropping by unannounced in the boardroom or the lab. The lab. She'd found it too hard to go back there again.

"You must agree that it is reasonable to comply with me," Illyria said softly, stepping closer to her so that she could see his eyes. Spike's eyes. Still blue, almost tragically so, and very similar to the ones she remembered: the ones that had so generously calmed her for her inability to save him the first time. She doubted that she had earned it again.

Her throat turned dry. "Reasonable."

"To a female of your species engaged in the pursuit of reason, what you call your science, you must appreciate my value," he drew himself up with something that looked like pride. "I am nothing if not a bastion of reason."

"I guess it's easy to be when you make up your own rules," she noted bitterly. "When you're not concerned with taking another life in order to get your own."

"You should not concern yourself with it, either. I have elevated the half-breed to a distinction he never would have attained without my rebirth. Still, I retain his memories, many of his mannerisms. I will demonstrate," he said and began to turn the mouth into Spike's familiar smirk.

Fred shook her head. "No, please, no."

The lips turned down. "Very well," he said curtly. "But your refusal only injures yourself. I do not require your permission to exist, merely the information you provide me."

"To conquer," she whispered.

"To continue," he replied. "Which I will do regardless of what emotion you display."

He removed his dark gloves. "Your form is not displeasing to my sight, when it is not lined in this manner. Here," He reached a blue-speckled hand to her cheek and gently traced the tense muscles of her jaw. "And here," he swept a blue fingernail across her worried brow. "Remove the creases of your discontent. Now."

"If you want to exist with us you can't order us around," Fred replied, relaxing her face into blankness and boring back into the eyes that searched her. "Now what did I tell you to say?"

Watching her, his face melted into approval of her acquiescence. "Ah, yes, one of your human affectations. I will deign to use it now," he nodded. "Remove them. _Please_."

Fred pressed her lips together and turned away from him, back to the lights of the city and to the waning notes of the blues.

"That's a good boy."


	2. Chapter 2

"What do you seek?"

Fred did not answer but instead glanced out at the city, the haze of smog in the air causing the neon and streetlamps in the distance to blur, to glow waveringly like a mirage.

The steps came closely behind her. "There exists nothing in that world that I cannot provide you. Your attention should be focused upon me. You have not provided a satisfactory answer to the question I asked you previously."

"Yeah?" Fred whispered, folding her arms around herself and leaning over the ledge of the building. "So what are you gonna do about it?"

"Merely restate my position," he answered and she felt one leather-clad thigh leaning impudently against her left buttock. "Recall that in my previous reign, I did not condescend to that so lowly as a request and never to a common beast such as a human. You are afforded a respect of which you misunderstand and disadvantage."

Fred puffed out a small laugh. The audacity of men made exponentially worse by a billion-year death sleep. Yet she cherished moments like these because they served as more evidence of something close to what she knew of Spike, his aura of arrogance, some hint that a remnant of him must still reside within. Illyria had taken Spike's qualities, warped them, and mutated them. Fred would separate them somehow; unravel the coils of Illyria from Spike, creating two unique wholes. No one, nothing, would have to die. Perhaps…ever…

"I grow weary of your silence, scientist."

She smiled wistfully. Returning Spike to himself would even top her near miss at making him corporeal. It would be, she realized, like separating a molecule of water.

Suddenly, Illyria spun her around to face him.

"You try my tolerance!" he spat. "You will receive no more equitable of an offer from me. I will allow you to study me, learn from me, as I in turn will learn from you. We have much to afford one another."

"Stop it," she muttered and pulled away from the "god-king," as he'd taken to calling himself.

"You presume to deny me a place in this world, one I have rightfully earned? After all," he purred, a calculating look spreading across his face. "I took this body in error, if you recall. You have been spared the flames of my rebirth. While one close to you, did not."

Pained by the guilt he awakened in her, she squinted in the moonlight. "You don't need to remind me."

"On the contrary, your behavior proves to me that I must indeed do just that," he said softly. "It appears to be the only power I hold over you at present. And the reminder of suffering is a powerful one, is it not?"

Fred shuddered in the humid air. It was.

"You crave the company of the other human. You may converse with him in my presence if you wish."

"No," Fred sighed, thinking about Wesley. Five days since he'd shucked her away from him, three days since their last encounter. "You have to remember. We decided that we didn't work so well together, after all."

"Whatever did he mean to you?"

On day five of Illyria-Watch, Wesley had finally asked the question that Fred had seen brewing in his desperation and misunderstanding: why the long-awaited girl of his dreams suddenly made it her mission in life to spend every waking moment with this aberration. Spike, with whom Fred hadn't shared as much as a meal, their ways effectively parted when the end of his ghostliness ceased their necessity to one another. Now this interest, this obsession with returning him to life, this person that she barely knew herself. Fred couldn't begin to explain.

"We can't kill it," Fred began weakly and Wes' eyes changed immediately from despair to cold calculation.

"Who says that we can't?"

She looked at him in alarm. From the circles under his eyes, the overgrowth of beard on his jaw, he looked like he had been the one running countless rounds of tests, answering all of the thing's questions, enduring all of its complaints, the agent of its every whim. That's when she realized she'd become that to him. Nights spent up, waiting for a call or a visit that never came. All this time, still waiting - it had to be a kind of torture for him. Even together as a couple, in this relationship, still he pined for her.

"I believe, I still think...that there's something left of Spike in there."

Wesley dragged his eyes away from her to look at the figure waiting in the chamber. "You believe with your heart or you have some basis in fact?"

"I know," Fred grabbed his arm. "I know with every part of me that's a person. He wouldn't give up on me - my God, Wesley. He gave up his chance to become corporeal to save my life, he didn't even hesitate."

Wes whipped his head to face her. "You owe him nothing."

"It's not him!" Fred cried. "And it's not about obligation, either. It's..." She looked into the chamber helplessly. "It's just something that I have to do, is all. Wesley, I-I've just never seen anything like him."

Her words came pouring out, released from the barrier of her clinician's mind at the chance to have something resembling a real conversation. "Did I tell you how I brought him out into the sunlight? It was like the burning bush all over again – the exposed skin burst into flames but the fire didn't consume him. And the stake-through-the-heart test? Couldn't even get it past the breastplate, just gave myself a few nasty splinters. I wonder how the battle-axe decapitation will go?" she flipped a few pages on her clipboard. "Probably all I'll decapitate is another blade. So far, he's pretty much invincible. He doesn't even need to eat anything, which would suggest an inherently sustaining fuel source and who knows where that might reside…" She trailed off, realizing that Wesley had been watching her with increasing bewilderment. "What?" she asked.

"My God," he murmured. "This isn't even about Spike anymore, is it? Whenever did that happen?"

"Sure it is," she said, more crossly than she intended. "It's just that in the meantime, we've got a walking and talking piece of natural history here. He knows more about our world, our origin, than we do. Who wouldn't want to take advantage of that?"

"Everyone outside of you, apparently," he answered. "Illyria's the very quintessence of unpredictability. A ticking time bomb, if you will."

"All the more reason for me to be the bomb squad," Fred said mildly. "Have diffuser, will travel."

A few silent minutes passed and then she felt Wesley's hand reach for hers. "I'm waiting for you, you know."

Her heart sunk into the pit of her stomach, bringing a wash of acid to her throat. The image of Illyria through the glass blurred through her tears.

"I know." She squeezed back. "That's what you've always done."

"I suppose the question becomes if I'm waiting in vain. Although I'm not sure that's something that you can answer honestly, I'd appreciate it if you could try."

Fred turned to look at him slowly, confronting the pained face of her old friend with whom she had experienced and seen so much, who held the possibility of becoming so much more. Maybe that's all he would ever be, she thought, a possibility.

"The tests on Illyria will end, eventually," she said. "Then the analysis will take some time..."

Wes smiled sadly. "Then it will be on to the next specimen."

"Oh, gosh. I can't even think about that now. I could spend years with Illyria and never find out enough," Fred blurted and his hand froze in her palm before quickly slipping away. She tried to smile. "I didn't...oh Wes, don't take it that way. You know what I meant."

"I know too well, actually," he replied, the same bitter twist to his mouth. "In the end, after all we've been through… you're just curious. I think I hate you a little for that."

"Wesley," she tugged on the crook of his elbow, as though pulling him to her side, her reasoning. "Please."

"Give me a date when you'll be finished," he said quietly, pressing her hand into his skin. "Tell me when it will be that you've seen enough. When every morning you awake isn't consumed by the thought of what Illyria will show you, and every night isn't spent wondering what you haven't yet learned, what you can experiment with next. Tell me when and I'll wait."

"Wesley," she whispered, feeling the weight of what he wanted from her bearing down upon her like the most oppressive of burdens - one that she could never have anticipated and one that he, even in his misery, seemed prepared to remove. Remove the bulk of his wants and himself along with them, leaving plenty of room for work, for science, for discovery. For Illyria.

Her next breath caught in her throat. "I don't want to lose you," and as she spoke the words, she knew of course that they were true. Moreover, she recognized why they were true: Wesley represented so much of herself – her humanity, really. His love for her meant that she had a chance not to grow old and gray in the dry corner of some laboratory, chattering to white rats for company. His love gave her hope for herself that this incessant need to know would not rule her, that she could give and receive and in the end, that she could be whole.

"Then tell me, Fred," he pleaded. "Tell me, my love. Tell me when all this will be finished and we can be together. Us. Just us."

One tear slid out of the corner of her eye. Impossible, this thing he wanted, and horrible of him to ask because he already knew the answer.

"I'm sorry, Wesley," she heard the words come out of her mouth. "But I just don't know."

He watched her for a moment more, then nodded and took a deep breath, exhaling its release in a small sigh. He leaned over and kissed her gently on the lips.

"Then I wish you the best," he breathed. "In this and in all of your future endeavors." He turned to the door of the observatory and closed it softly behind him.

The sobs erupted out of her chest like hiccups, hysterical and involuntary spasms of longing and grief, and she forced them out viciously, squeezing one last tear out of her eyes to get those horrid emotions out of her more quickly. He wished her well, of course he did. They worked for the same firm and would continue to sit across the same conference table at weekly staff meetings. Besides, they'd gone along this way much longer than they had at the other. Going back to their usual association could be a relief. Wiping her cheeks, she opened the door and entered the chamber.

Illyria turned to face her. "Have you removed the interloper?"

Fred nodded. "More than you know. Are you ready to go on?"

"Of course," he replied in his clipped practicality. "I do not require the requisite dormant period following exertion that so many of your species do. This form is most efficient in the expense and conservation of energy. For that, I am pleased." He took a step towards her and sniffed the air. "I sense the unmistakable odor of brine. On you."

"It's nothing," she smiled grimly and shrugged. "Tears. Humans excrete them in expressions of sadness or anger or frustration."

"The labels for your emotions are meaningless to me," he answered. "Who caused this reaction?"

Fred hesitated and for a moment, she wondered if she'd be able to say his name without weeping. "Wesley." The name felt acetic on her tongue.

"Do you wish me to inflict retribution upon him?"

Fred sniffed and blinked back her tears. "You'd do that?"

"Of course," he sniffed. "An affront against my Qwa'ha Xahn is an affront against me, my rule, my kingdom. It should not be left unpunished."

"Right," she sighed. Faced with Wesley's needs, she found Illyria suddenly a refreshing change – a creature so obvious in his intent, so upfront about the fact that everything was all about him. "It's okay. You don't have to do anything to him."

Illyria cocked his head at her and leaned closer. With a fluid motion, he brought one finger to his mouth, licked it, then brushed it against her cheek and returned the fingertip back to his mouth again. He sucked thoughtfully. "Will these tears inhibit your ability to serve me?"

His touch caused a jolt in her body, a simultaneous attraction and aversion like the warring sides of a magnetic pulse, which caused the grief and sadness in her to withdraw for a brief moment.

"No."

"Good," he straightened up and handed her a battle-axe from the case of weapons in the middle of the chamber. "You may begin."


	3. Chapter 3

"Honestly," Fred lied aloud, returning from her daze back to the rooftop. "I wasn't really thinking about him at all."

"If not that then…" Illyria paused. "You're considering my request," he noted, a smack of pleasure entering his voice. "It is in your best interest to do so." She bit the inside of her lip. Despite his former communication with plant life, he could not read her mind, thankfully. He may have been surprised to discover what Fred really thought about at that moment.

Physics.

Her daddy called it the "bounce test" but she wondered if Illyria would pass it. If she pushed him off the roof, what would the body do? Would it shatter into a billion pieces like the brittle shell he claimed Spike's body to be? Or would he – more likely – simply stand up and deliver her a treatise on the origination of gravity, treating her act of violence as nothing more than one of her experiments? Betrayal did not register with Illyria, whether he considered himself above it, or thought Fred useless to wield its power against him. Trivial the difference really, and she shuddered when she realized that she had started understanding too well how he thought now.

Fred sighed and felt the wind effectively gust out of her sails. Tired, too tired, an ache in her bones that panged her soul in sympathy, with the finality of losing someone settling over her like dust after a scuffle. Angel didn't allow any of them, least of all himself, to mourn – in theory, she supposed that made sense. How to mourn for someone already dead? Yet his practicality reminded her too much of how he refused to acknowledge Cordelia's end, too. She arrived and vanished so quickly Fred wondered if she dreamt her friend's brief reappearance. Cordy had been missing from them for so long, and her sudden return became such a joyous relief, a sign that maybe things wouldn't be so bad after all, only to lose her for good. Angel didn't speak of her and the rest of them didn't dare. She lingered in that hospital bed for so many weeks, so far out of their range of vision. Not much more effort to keep silent as to where she had really gone, as though on some level, she remained suspended there.

Treating Spike the same way, though, didn't sit right with Fred. For his body remained stubbornly present – ever in their faces, a constant reminder of how they failed. Sure, the patterns of death looked similar enough but that's where the science always fooled you, would blow up in your face if you expected the same reaction from a different subject.

"I'm not thinking about what you asked," she replied finally. "But I am…thinking about you."

She heard that pomposity of content return to his voice. "Of course you are."

Fred turned back around. "I'm thinking about what will happen to you if I ever leave you."

Illyria looked shocked. He always looked shocked. Shocked or blank or at rapt attention or furious or blaringly absent – didn't matter. All those words were wrong for Illyria because they were all too human.

"You consider many erroneous possibilities before you select your correct path, scientist," he said tersely, and she strove to hear some dry humor in his delivery. "Primarily, is your idea that you will leave me, when I assure you that you will not."

Fred felt her mouth drop open and recovered her surprise quickly. "Why do you say that?"

"Because to do so would equal my death. And you would not abide by that."

She had to hand it to him. At least he understood what it meant to be beat. And by no less than the Slayer.

When Illyria had asked for the representatives of the shell's storehouse of memories, Fred had had no illusions that the request came out of some misplaced romanticism. She couldn't find that long-buried kingdom of his so Illyria would have to start converting on his own, one borrowed memory at a time. Those individuals who would recognize him as Spike – the most frequent players with the most intense emotions attached to them. He said he could not feel them himself, "only an imprint of the reaction they created. Like a stain."

One of them dyed Spike's thoughts deep, bloody red and glossy black. "The dark-haired one, the other half-breed, the sire," Illyria said. "She is of no use to me. She is unpredictable and unstable."

"Not sure where we'd find Drusilla anyway," Fred mumbled, doodling on a notepad of paper that she'd brought into the conference room, more for the others who watched them with confusion, to make her meeting with Illyria look official. She would humor him until she could brainstorm another way to try to get to Spike. "Not to mention a crazy vampire around here would do a world of not good. Okay. Who next?"

Illyria paused, considering. "There is a considerable history with the shell and your commander."

"Angel?" Fred asked. "Well, sure there is. At least a century's worth of animosity there."

Illyria pursed his blue-hued lips and gave Fred a sidelong glance. "The memories indicate they were not always adversaries, but confidants. Even…intimates."

Fred felt her eyes grow wide. " I _How /I _intimate?"

"Summon him," Illyria demanded with a wave of his hand. "I will instruct him to perform the acts upon me for your study. It is a subject that made deep impressions upon the shell and that warrants further exploration."

"Maybe there is a reason…to explore," Fred hedged uncomfortably. "But Angel won't come here. Not with you. Not for any reason."

Illyria stared at her for a moment, his face a taut grimace of frustration. "You provide the reason. Bend him to my will."

"He won't budge on this one. In fact," she said, the pen slipping from her fingers to the tablet. "He'd kill you before he'd bend to you." Her cheeks burned. "In any position."

Illyria began to pace across the conference room floor. "My assimilation into this pathetic miniscule world is thwarted on every turn by that leader of yours. It is he who should die! It is I who should reign in his stead! His attachment to the shell," he surveyed Fred with a haughty glare. "Rivals even yours."

"Angel's out," Fred said firmly, avoiding his eyes and their accusation. "Who else?"

His face morphed gradually from a look a fury to one of measured avarice. "Slayer," he hissed in a voice so like Spike's it made Fred's stomach twist to hear it.

"Y-you mean Buffy?" Fred asked, the girl's name turning to a squeak in her throat. "Oh, no. No, no, no. We can't. Really truly cannot. Bad, very bad idea."

"The shell prized her among all things, living or dead," Illyria continued, an almost dreamy lilt to his voice. "I wish to examine why."

"You know why. You have the memories, you figure it out," Fred stammered, getting up from the table. "I never should have agreed to this. You can't have these people. They were Spike's. They don't belong to you."

His gloved hand squeezed her shoulder and forced her back down into the chair.

"But you do."

"NO!" The anger tore through her in a flash, and she shoved her chair into Illyria's midsection, causing the leather-swathed figure to step backward and giving Fred the space to hurry away from him toward the door. He gazed at Fred in eyes wide with wonder.

"We belong to each other, Winifred Burkle," he hissed. "Through circumstance. I have done everything in my power to make that abundantly clear."

"That's your opinion!" she cried. "It has nothing to do with truth."

"You believe you had no part in my resurrection?" he asked softly. "No role in continuing my existence once my consummation of the shell became complete? You have secured my tether upon this meager existence. Pledged yourself to be the guardian of my life. What of that is not truth?"

"You know why I've kept the others from destroying you," Fred said through clenched teeth. "And it has nothing to do with what you are."

"It is who I represent. To you and to your cohorts."

"Yes."

"It is for the shell, the residue of which you believe still remains."

"Yes."

"It is for what I have become. The pinnacle of your inquiries, scientist."

Fred turned away from him, her heart throbbing in her throat. "I don't know about that," she demurred.

"Am I to understand then, that to you, a truth is impingent on your acceptance of it?" She heard amusement in his voice. "In my sovereignty, I surrounded myself with the most learned beings of my time. Those who calculated theory based upon trials, which would inevitably prove or disprove their suppositions. Within this structure, they formulated truth. I urge you to do the same."

Fred's lip curled. "For you."

"For yourself. For a legitimate pursuit of what you seek."

She closed her eyes. He knew, through all of her work, all of her protests, he cut right to the quick of her, drawing out that desperate need to know, to learn, to discover. Not because of Spike or because of anything like the right thing to do. But because of her, who she was, what science had helped shape her into being.

"You want to see Buffy."

"Only a brief discourse. I will receive her in the testing chamber where you have assessed me previously. I trust you will be present for the examination."

She bowed her head and nodded. "I wouldn't miss it."


	4. Chapter 4

Seven days after Illyria's arrival, Fred had stood on guard in front of the observation room's double doors, her clipboard wrapped in arms folded protectively in front of her chest. Despite her reservations that the room would be too sterile and formal for so emotional a meeting, Illyria insisted on meeting here precisely so that Fred could watch his interactions with Buffy. The voyeuristic overtones had bothered Fred not a little.

After what seemed like an eternity, Fred heard steps in the hallway. Surprisingly, Angel appeared at the end of it, escorting a petite blonde who practically ran ahead of him to reach their destination.

"Hi, so where is he?" Buffy asked as she strode forward, her eyes wide and anxious, her mouth twitching up a nervous substitute for a smile.

Fred fought the odd urge to laugh. In that simple exchange, she understood more that had transpired between Spike and Buffy than anyone could ever have explained to her. "Um, hi," she said shyly, extending one hand. "I'm Fred."

Buffy took a breath and shook her head at the gentle reproof. "Of course, right. Sorry. Rude much, Buffy? That is, that's me. I'm Buffy." Fred clasped the young woman's hand briefly and found it trembling. Buffy pulled her hand back and swiped her bangs away from her forehead. From her appearance, Fred guessed that Buffy had left on the fly, her hair partially curled and windblown, with just a surface smear of blush and lip-gloss tinting her tanned complexion. She seemed full of a force that threatened to burst out from her earth tone ensemble of boots, blouse and jeans, a nervous energy that Fred could feel humming in the air.

Buffy pointed to the doors. "So he's in there?"

"Right," Angel stepped forward quickly. "Look, before you go in..."

"I know, you told me," Buffy interrupted, holding her hand up. "I've got it. He's changed. Just let me see him already."

Angel communicated a meaningful glance to Fred over Buffy's head and Fred took the cue. "Buffy, I can't thank you enough for coming here on such short notice. You know Spike better than anyone." She saw Angel swallow and look down. "Almost anyone, anyway and you've definitely seen sides of him that no one else has." To this, Angel nodded thoughtfully. "Spike's suffered...well, I guess calling it a setback wouldn't really be telling the whole story..."

"He's not himself," Angel blurted. "In fact, he's a totally different person. The Spike we knew..."

"Is probably temporarily sort of just sleeping, or something," Fred jumped in, stepping forward. "He needs to wake up already." She looked longingly into the furious eyes of Angel, begging him silently to agree.

Buffy looked back and forth between them. "And I'm here...why again?"

"Buffy," Fred said, her eyes dropping down to look at the other girl again. "If anyone can connect with Spike, with any part of him, we knew it would be you."

Her face froze into a look of disquiet and Buffy slowly turned to face Angel. "What have you done here?"

"I told you on the phone," he said evenly. "This wasn't anyone's fault."

Fred winced a little at that.

Buffy turned next to her. "What's your role in all of this? You're his...what? His keeper?"

"I-I'm trying to teach him how to get by, Buffy, that's all," Fred replied. "I'm trying to keep him safe until we know..."

"What, if he's worth saving?" Buffy asked, tossing her hair back over her shoulder. "If it's Spike, you don't need me to tell you that."

Fred opened her mouth to speak, not even knowing what she would say, and she saw Angel do the same. Their mouths fell closed in unison.

The rise and fall of Buffy's chest quickened briefly, as she looked to each silent face in quiet alarm.

"I'm going to him." She brushed past them and to the doors. "Now."

Fred and Angel exchanged awkward glances and shuffled their feet in the hallway.

"Whew," she sighed.

"Yeah," Angel said, his eyebrows furrowing. "She's...something else."

"That's a really good way of putting it," Fred smiled hesitantly. "It's good to see you, Angel. It's been a while. Not since..." Her voice trailed off.

"Since you started acting like a crazy person. Again," he added with a curl of cruelty to his voice. "What do you think you're doing, Fred?"

"You were standing right here when I told Buffy!" she cried. "What, you think I'm not telling you the truth?"

"I don't think you're telling yourself the truth," Angel said, shaking his head. "Spike's gone, Fred. We all know it and Buffy's well on her way to finding out. What's in there is a freak, an abomination, an insult to all of us – to you, to your work." His voice dropped an octave. "To Spike."

"He's in there," Fred insisted, grabbing on to Angel's arm. "If Buffy sees something, then will you believe me?"

Angel looked at her helplessly. "Fred. Stop."

"I can't," she said brokenly and reached around to grab the handle of the observation room's door. "Now if you'll excuse me, I've got notes to take."

The door jerked backwards before Fred could get a grip on it and Buffy strode out, closing it firmly behind her. She looked down for a moment and when she finally raised her head, her tan had faded to a sickening pale, her glossless lips pressed together white and quivering.

"Oh, you're back already," Fred said, startled. "I thought, I mean, after all this time you'd have a lot to talk about…"

Buffy exhaled a trembling breath through her nose. "I have nothing to say to that…thing."

"Buffy," Fred began, walking to the girl's side. "I know what it looks like, on the surface. But if you spend a little time with him, I think you'll find that there's more of Spike in him than not, and definitely enough to save." She touched her hand. "Don't you want to see how deep he goes?"

Buffy considered her with eyes glassy and bloodshot. "What you see is what you get."

Fred rubbed her arm, an attempt to soothe her or maybe even to encourage another opinion out of her. "Buffy…"

"No!" the girl yelled, pulling back. "You got me here, okay? You wanted my expert opinion on all things Spike? Well, listen up. If I saw a trace of Spike left, you have to know I'd fight for it." A thin tear wandered down her cheek. "No matter how small."

"And?" Angel whispered.

"Kill it," Buffy snapped, the streak of the tear drying on her face. "Kill it like he killed Spike." She turned on the heel of her boot and walked back up the distance of the hallway alone.

Angel looked at Fred for a moment. "I'm giving you a chance to do the right thing here."

"Angel," Fred said hoarsely. "I can't do it, you know I can't."

He pointed to the door. "Then take that thing and get out of here. I don't care what you do with it but if you bring it back here, it's as good as dead." He paused, not meeting her eyes. "If you can ever get rid of your new best toy, please come back. You'll always have a place with us, Fred." He followed Buffy's trail toward the lobby.

Fred stood in the empty hallway. Always a place for her, always a place as the bumbling scientist with the folder full of failures wandering through the halls tiled with good intentions. Taking a deep breath, she opened the door to the observation room.

"You missed my intercourse with the Slayer."

"Yeah, sorry about that," she said faintly. "It sure didn't last very long." She chose her next words carefully. "Did you get what you needed from that experience?"

He turned around slowly. "Yes. Albeit brief, it was most informative."

"That's good," Fred nodded, walking over to him. "'Cause I don't think anything like that will ever happen again."

"Yes," Illyria agreed. "The Slayer would attempt to kill me rather than share space with me again. I believe she was most aggrieved by my presence."

"Of course she was," Fred said tiredly. "You're not Spike." Upon saying this, the words suddenly caught up with her and everything she thought she'd been trying to do. "You'll never be Spike. My God," she rubbed her forehead. "Of course you'll never be Spike."

"He's in me, love," Illyria's voice fell to a familiar husky cadence. "All of him and all of me and all for you, wrapped up in a pretty bow. Just waiting for you to unwrap…"

"Enough!" Fred screamed and threw the clipboard at Illyria. "Don't you see? Don't you understand? We have to get out of here. We're no longer welcome."

"You'll deliver me, I take it," Illyria straightened up and let the mask of Spike slip from his face. "To my new temple from which I will greet my followers."

"Yeah," she said, hurrying around the room to gather her notes from the clipboard on the floor. "The UPS guy and the mailman and the newspaper delivery girl will all be stopping by to pay your homage on a daily basis. Now come on." Without thinking, she stood up and grabbed his hand. Illyria looked down at the contact curiously. Fred barely recovered from their shared surprise when the doors to the room flew open, revealing an enraged Wesley.

"Stand back, Fred," Wes ordered, brandishing what looked like a sci-fi movie prop of a death ray gun. But she recognized it too well. He held no prop.

"Wesley, stop," she pleaded, reaching out to him for the first time since he'd ended their affair. "Don't use that. It hasn't been tested."

"Then that will change. Today." He raised the machine to his shoulder and flipped a switch. An electrical hum and whine filled the room. "Release him, Fred, and step aside."

"Wesley…"

Illyria moved first, extricating his hand from her grasp and shoving her across the room into one of the padded walls. Fred managed to recover in time to see a bluish bolt of lightning jolt from out of the gun, sending both Illyria and Wes flying backwards. The electric charge took hold of Illyria and shook him briefly in mid air, then evaporated and released the body back to the floor with a thud. Wes got to his feet slowly, wiping the sweat from his face and examining the smoking barrel of the charred silver cannon.

"Excellent work as always, Fred," he panted, tossing the gun to the floor. "But I'm afraid I've exhausted its power." He glanced over at Illyria's body slumped on its side in the corner. "Hopefully his, too."

"Wesley," Fred shook her head, watching the smoke curl from the ruined gun. "I thought we agreed we'd save this in case of an emergency."

"You're bringing that thing back to your home. Alone," he said coldly and walked to the doors. "What would you call it?" He didn't wait for a response before leaving.

Fred's shoulders slumped wearily. All that work. Perhaps for nothing.

"You created that weapon."

She spun around. "I didn't know what would happen."

Illyria stumbled over to the death ray and toed it with his boot. "A rudimentary construct, but successful in its aim. To sap me. And this," he stared up at her. "Came from your hands."

"Look, some girls carry mace. With you," she said, watching Illyria cautiously. "I needed more than that. But I never intended to use it unless I had to." She swallowed. "Are you okay?"

He nodded slowly. "You have accomplished its purpose. My power is substantially depleted. You will revel in my defeat." Fred saw a brief flash of sadness pass across his features. "I am more unsure of my place than ever."

"Then let's go," she whispered, taking his hand again. It felt calmer somehow. Resigned. "You can use mine."


	5. Chapter 5

Three days alone with Illyria, since they'd been banished from Wolfram & Hart. Fred received phone calls late at night that she imagined could be anything from senior partner counter offers to moments of weakness from old friends. She chose to unplug the phone instead of finding out. On hindsight, Fred realized that her apartment was about as ill suited for housing a god-king as she was serving as his Qwa'ha Xahn. She'd rejected her science and settled for this improvisation, giving up all that she thought she knew and instead making it up as she went along.

It had to stop.

She had nothing left to show him. No more art books, no more science books, and no more day trips to the ocean or the zoo or the botanical gardens. She distrusted him around children and animals, couldn't get him to sit through a hand of cards, and hadn't even tried to interest him in television. She had nothing more to give.

Or, she thought stubbornly, nothing left she would be willing to give.

On this night, he had demanded space. The confines of the apartment had finally closed on him, surrounded for days by walls and paper and a gaping lack of purpose, so Fred had brought him here to her apartment's rooftop and would have shown him the vastness of what he had left to discover by pointing out the distance of the stars – had the city smog not obscured them all. Instead, he had peeled off his gloves – the most that he could do to show her that the remains of a human being still existed under his suit. That suit, part living exoskeletal tissue, part dead animal hide, so representative in its miscreation for everything that had happened, that Fred could not bear to touch it. He had touched her instead, with those cold, stained fingers and tilted his head at her.

Fred's throat nearly closed with the sweet reminder of the gesture. "I forget who you really are when you do that."

"More to my benefit. I will continue."

"I really wish you wouldn't!" she cried.

"Winifred Burkle. Surrogate Qwa'ha Xahn. When will you understand that you reap the best of all possible worlds in me? I am the epitome of your desires and more," he made something approximating a smile. "If only you would allow us a full examination of each other."

"Never," she whispered, shaking her head firmly and her whole body shaking with her. "You're as good as dead, don't you see that? I'm finished. You won't get any more from me."

"Never is much longer than you have anticipated," Illyria said. "It is exactly the length of time until I die. Your human body will last for a much shorter duration, without my intervention."

Fred gaped at him. "Whoever said that I wanted to live forever?"

"I want it," he said. "Therefore I will persevere to make it so."

"Yeah," she whispered bitterly. "Good luck with that." She gazed over the side of the building. Of the two of them, perhaps she'd been planning the wrong journey over the side. It could be over quickly. Death should really take longer, Fred thought. For all the biological work to make a life, first the nine months, and then the cells regenerating every seven years, not to mention the manifestations particular to ensouled vampires -- the careful maintenance of the body against sun, the trials endured to win the soul. It didn't seem anywhere fair that a stab wound or a decapitation would take seconds. Or an infection that called itself Illyria.

"Your guilt for the half-breed is misplaced," Illyria stated. "You have given more to this world in his ending, in what you presume to be your failure, than in his rescue. You have imposed this suffering upon yourself, magnified over ten settings of the sun, while he in his end, felt nothing."

Fred reared back with a kind of vicious snarl. "How can you say that? I know he felt something!"

"Confusion. Misunderstanding," Illyria paused as though visualizing the words in the air. "Shock, that the close of his life came to pass so quickly. Not pain."

She could not quite believe it. Blood didn't come from confusion.

"You're delivering a tomb? Here?" she had asked in disbelief when the delivery detail had called her. "How big is it? Shouldn't it go to Wesley's department instead? I mean, it sounds more historical than scientific…for me, huh? Well, okay, if you say so." She hung up the phone on her lab's desk and felt warm hands embrace her from behind.

"If there's anything going to Wesley's department," his voice tickled her ear. "I would rather it be you than some dusty artifact."

Fred turned around, smiling. "Hello there. What are you doing here?"

"I missed you," Wes said. "And since the workday hasn't officially begun, I saw nothing wrong with starting it right."

"Missed me," she scoffed gently, snubbing his nose with hers. "I saw you half an hour ago."

"And what a trial it's been."

Fred looked into his eyes, wondering why it had taken so long to bring them to this point. However had she missed the bloom of this rose before?

If only she could kiss him enough, she might figure it out. And so that's exactly what they did against the solid steel of her desk that morning. Every peck a mission to discover, to reveal some taste, some hint that they'd committed a moist mistake in their displays of affection. Yet every press of their lips, each swirl of tongue, only kept the promise.

"Fred?" she heard a different British voice call out to her from the lab. "Big fuck-all delivery for you, Fred."

"It's Spike," she whispered to Wesley. "I should go," but Wes merely toed the door of her office closed and pressed her into the wall behind it.

"Come on, Fred," Spike continued. "Know I haven't been 'round your parts here as of late, since getting cured of the ghosties. Reckon that ought to change. No hard feelings and whatnot?" Through the haze of kisses, she heard his footsteps pace along the floor. "Hello. What's this?"

A low expulsion of something that sounded like the whoosh of steam escaping hissed from the lab, a sound that caused both Fred and Wes to look at each other in surprise, listening. After a few moments of silence, Wes shook his head.

"It's nothing. Probably just Knox or one of the others, starting the first experiment of the day."

"And Spike?" Fred asked.

"I'm sure he's as good as gone," Wes mumbled, pressing his lips into the hollow of her throat.

That's when they heard the crash.

"The glassware," Fred realized and the two of them snapped to attention, Fred pulling open her office door to reveal the scene of destruction that awaited her.

The large shelving unit that had held the test tubes, the beakers, the Petri dishes, lay upended on the floor with Spike's hand still wrapped around one of the metal supports. Pieces of broken glass lay scattered across the floor and over Spike's inert body as he lay on his back, a thin stream of blood seeping from his nose.

"Oh, God. Let's get him."

"Lost 'm balance," Spike mumbled, eyelids barely fluttering open when she reached his side.

"Be careful, you'll cut yourself," Wesley warned as they tiptoed around the glass and over to Spike. Wes got his arms around his torso and tugged the prone body from underneath the metal shelves, leaving Fred to grab Spike's feet. More pieces of glass fell around them as they carried him to one of the metal examining tables.

"Special delivery," Spike slurred then gave a fitful round of coughs. Against the white of her lab coat, Fred could see the tinge of blood red in the spray of his saliva. "Think I broke it. Sorry 'bout that."

"It's okay," she said, picking some slivers of glass out of his hair. "Better you breaking it than the other way around. Can you stand up?"

His body jerked as though an electrical shock pulsed through him. "No."

"Whatever could've caused..." Wesley began, his eyes roving around the room and finally stopping on one object. "Fred," he said patiently. "What is this?" He indicated the sarcophagus in the middle of the lab, a small cloud of dust swirling in the air around it and dancing in the fluorescent lights.

"Stay away from it!" Spike yelled, half-sitting up. "Somethin' got out of it." He met Fred's eyes. "Out of it and into me." He slumped backward again and Fred watched his eyes roll back in his head.

She shot a look to Wesley, who nodded gravely. "I'll get them all." He raced out of the lab.

"So, here we are again, you and me," Spike croaked, blinking quickly to focus his pupils on her again. "Back where we started. Ought to stop meeting like this, the office tongues'll wag..."

"Spike," Fred breathed, looking over his body. For a creature that didn't need to breathe, he appeared to be panting – or how else to explain his chest retracting and expanding in an eerie imitation of respiration? As though some inner force had taken hold of his ribcage and shook it like the bars of a cell. Because of this, his near-delirium, and his strangely mottled skin – his complexion even paler and almost lined like fine porcelain – Fred could not shake the inevitable pall of dread sweeping over her. "Oh, Spike. What happened to you?"

"Dunno..." He clawed at the table, Fred didn't know for what until he settled on her hand.

She squeezed his palm between her sweaty fingers. "We're just gonna sit and rest here for a little while and everything will be all right."

"Liar," he opened one eye. "You're scared."

"I'm not scared," she frowned. "Wesley's coming back with all of them and they'll save the day like always. My boys. Think about that."

"Know we played this tune before, love," he croaked. "How 'bout once more for old time's sake?" He paused, running his tongue over his drying lips. "Help me?"

She nodded. "Always."

"Came, came out of nowhere…pushed a button, one of them crystals on the top…poof, out of nowhere…"

"Shhh," she whispered, even as the other side of her could barely resist knowing what happened, every detail. "Try to save your strength. Try not to talk."

"What is it?" he gasped, his eyes snapping wide open as though in surprise. "What's gotten inside me, Fred?"

"I-I," she shook her head. "I don't know. But I'll find out. I promise."

"Too late," he smiled grimly at her. "Wormin' its way in, it is…not much left to gut out of me…" His head slammed against the metal of the table and he let out a low moan. "Suckin' me dry. Guess that's right…after all…"

"No," Fred patted his chest with her free hand, touched his throat, his cheek. "No, just hold on a second."

"Don't know if I got one to spare," he muttered. "That, whatever it is," he swung his head toward the sarcophagus. "Had your name on it."

"I-I know," she squeezed his shoulder. "I'm sorry."

He shook his head limply. "Can't think of one better to take a bullet for. 'Sides, seem to be makin' a habit of it." He groaned deep in his throat as his body twisted on the table, his face contorted in a grimace of pain. "What say, love? Third time's a charm?"

His hand tightened around hers and for a brief moment, she wondered if he'd break it...wondered if she'd care.

"My turn," she whispered. "I'll save you next time, whaddaya say?"

"Right," he grunted. "But be quick about it, would you? Oh," he swallowed and his eyes flew open for the last time, looking straight at her yet not seeming to see her at all. "Bloody hell. Never mind."

His hand in still hers, instead of going slack, stiffened immediately into something like rigor mortis. But rigor mortis didn't give the sensation of a thousand feelers fluttering wildly under the skin. Horrified, Fred dropped his hand and heard it make a loud clang as it hit the metal of the table and she moved away, her grief already evaporating in the midst of her shock, readying herself to see anything happen next.

"Oh, wow, it's here already?" she turned around to see Knox behind her, standing in the doorway. "Oh, hey, boss," he stammered, scratching the back of his head and looking suspiciously surprised to see her standing there. "Uh, how are you feeling today, hmm?"

Fred straightened and turned around to face him slowly, hearing her heels crunch against the glass under her feet. Knox's expression, his delight in seeing the sarcophagus, made her whole body suddenly feel as cold and stiff as Spike's.

"Good morning, Knox."


	6. Chapter 6

"Mornin',"Knox smiled nervously. "So yeah, ready to start the day with a fresh new specimen? Let's dive right in, huh? You first." He took a step into the lab, his smile lopsided and eager, his eyes dancing and crazy from something more than too much caffeine or sugared cereal. When his eyes rested on Spike's body, he stopped mid-stride and his grin faded.

"Oh," he said. "I see you already got started. What gives, he go all Ghostbusters again?"

"No," Fred said lowly, trying to keep her voice steady. "He seems to have gone all...dead."

"Really?" Knox frowned. "Well, geez. Go figure, huh? I mean, he's not dust, so it can't be any of the usual vampire mortis. What did you do to him, boss?"

Fred pressed her lips together angrily. "I didn't do anything to him."

"Yeah, see, you say that, but this?" He walked quickly over to the sarcophagus and knocked his fist on the top of it. "This is deader than the vamp on that table." He rolled his head back in frustration like some annoyed teenager. "Aw, come on. You've gotta be kidding me! It wasn't supposed to be like this!"

"Like what?" Fred cried, backing up away from Knox and pushing Spike's gurney along with her. "What do you think you're doing?"

Knox looked at her helplessly. "I wanted it to be you. I loved you, Fred."

She cleared her throat. "I know that we talked about that before, Knox, how I don't feel about you 'that' way…"

"No," he said impatiently. "I'm glad you didn't date me, really, when you get right down to it. This way, would've kept us together. The two loves of my life, right in the same body."

"Who?" Fred managed to ask.

"Well, you, of course, you're the body part," Knox chuckled, a dreamy look passing over his face. "And Illyria. My destiny." He sighed and his mouth twisted into anger. "And now you think I'm gonna waste my destiny inside some crappy vampire? I don't think so!" He lunged and made a grab for Fred.

Wheeling the gurney into Knox's legs, Fred ducked under it and slipped away, barely keeping her hand from scraping against the shards of glass on the tile. She'd have to be careful, like Wesley said – with a crazed Knox now in pursuit of her for God-knew-what and the entire lab floor a certain death trap. Regaining her balance, she closed her hand around the curved lip of what used to be a beaker, the jagged edge of its broken hull glistening menacingly. Certain death. Behind her, she heard Knox push the stretcher aside and Fred reared back with a yelp, wielding the glass wildly into the air.

For a moment, she neither heard nor saw a thing. As though in slow motion, she looked at the piece of glass in her hand and saw the blood dripping down her arm. She blinked and looked to Knox, who still reached one hand out to her in supplication, the other wrapped around his bleeding throat. Gurgling, blood spilling down his chest from what she guessed had to be the severed carotid arteries and jugular veins, he finally shuffled one last step forward and pitched headfirst into a pile of broken test tubes. A second more and she would have been the one to drop to the floor, she thought. Although, had she spent a second less in her office with Wesley, perhaps no one would've had to fall at all. Fred let the glass slip out of her grip and wrapped her arms around herself, squeezing her eyes shut, and willing the tears to come.

"You are eager to serve me," came an ominous voice from the stretcher.

"What?" Fred jumped back and skidded on the floor. The picture of calm, Spike sat upright on the table. Too calm, she recognized, for it to really be Spike.

"You have killed my Qwa'ha Xahn. Thus, you have assumed his place," the voice continued. "If it is a contest you sought to win, human, you have gained the advantage. You may kneel before me and receive your reward."

"Uh," Fred looked at the floor littered with glass.

The thing arched Spike's head back, rolled his shoulders, like a large man making due with a shirt a size too small. "I will allow you to make your blood my trophy in celebration of my rebirth. A pittance of an offering, upon which I will blame your ignorance. In time, I will instruct you how to revere me properly. For now," he pointed to the floor. "Kneel."

Fred thought of Knox's last words, so few that made any sense. The sarcophagus had borne this thing out of it and into Spike. "Rebirth," the thing said, like possession? Like necromancy? Spike's skin had turned dark through his scalp, like he'd been charred straight through. No. Like murder.

"Illyria," Fred whispered, the only word Knox had spoken that had no antecedent in her mind.

The thing slid off the table and stalked over to her. "First, you spurn the opportunity to venerate before me. Now you would presume to speak my name? How must I appear that you would revolt me with such audacity?"

Fred looked around the lab tables, spying a shiny metal tray next to one of the microscopes. She picked it up and breathed on it, buffing it with the hem of her lab coat to reveal a near-mirror finish. Wordlessly, she handed it to Illyria.

He snatched it from her and stared into it. He raised Spike's eyebrows up and down, scowled, stuck out his tongue.

"Magicks? I see no image of myself. How did you worms accomplish this?

Is it of your sciences?" In a gesture of disgust, he whipped the tray across the room.

"That's right," she said, masking her own shock. "You have no reflection. You look, well, like the male version of me."

He narrowed his eyes. "This is how you repay my glory? You resurrect me into the body of a human?"

"Vampire, actually…" Fred mumbled. "Mortis includes decapitation, wood piercing the heart, sunlight, sacrificial water…"

"Silence!" he roared. "Vampire," he enunciated the words with distaste. "My power could not be contained by that as primitive as a vampire. I would burn through its carcass and leave ashes in my wake."

"And yet," Fred muttered. "Here you are."

He glowered at her. "That is why you refuse me. You see me as the vampire, deem me below even the likes of you, a scurvy human."

"No," she said, biting her lip. "It's just the whole kneeling on glass thing? That's not how we do things anymore."

"We."

"Humans."

Illyria continued to glare at her. "You speak of your behavior as though it has consequence in the world."

"Kinda," she hedged. "We're sort of all over the place. The world, that is."

Illyria paced for a moment. He walked over to the sarcophagus and slammed his fist down on one of the crystals. From a small, circular opening on the lid, Fred watched a dark colored membrane slither out and over Spike's fingertips. It expanded as it wound its way around Spike's body, beginning with his hands and inching into the cuff of the duster that still clothed him. Illyria bent his head back and Fred watched the fabric of Spike's clothes and the leather seem to liquefy under the mass, until all of him appeared cloaked by a brackish armor.

"Oh," Fred wavered. "You sure you didn't want to undress first?"

The collar of the duster had been molded around Spike's neck, giving this Illyria a rather ceremonial decoration, as though he trailed a cape made for a king. "This body is more feeble than yours. I must bolster it with all of the protection I can." He smoothed his gloved hands together. "I understand that my rebirth came in haste. If the world is truly overrun by humans, then I am delayed for the work I must do. I will start with them."

Fred looked over to the door of the lab and saw her boys – Angel, Charles, Lorne and Wesley, the cavalry arriving at last – stuck in what appeared to be a perpetual state of slow motion.

Her fingers flew to her mouth. "What have you done to them?"

"Merely suspended them until I could expend upon them my full attention," he cocked his head at her. "They seek to destroy me."

"Returning the favor," she replied somberly. "For Spike."

"That is what you choose to call the shell I am in?" Illyria asked. "One of many of its titles. It matters not. Stand back, human, and revel in the glory of your king." Illyria held up one gloved hand and fixed upon the men with a stare of concentration.

"Take me."

Illyria's gaze turned to Fred. "You challenge my right to eliminate these adversaries? For what purpose?"

"Take me," she said again. She found herself stumbling to him, half falling into him, clutching him first for balance and then in supplication. Her hands slid uselessly over the breastplate of the thing, feeling the cold knitted tissue slip out of her grasp. "Please. You were supposed to have me in the first place, to be reborn in my body. Bring Spike back and take me instead."

Illyria plucked her hands off of him and held them tightly. "You seek to save what's rotted through. This carcass is bound to me. I could not change that if I cared to. Moreover, you are bound to me by the blood of my Qwa'ha Xahn. That I could change. But I do not care to."

"Why?" she sobbed.

With a fluid motion, Illyria whipped his head around the room. "This place, its tools. A crude repository of discovery. It is your domain, is it not?" Fred nodded.

"More than destruction, I desire knowledge. Through knowledge, I will regain my power, return to my temple, fulfill my immaculate embodiment of rule," he looked down to her. "You and this domain of yours will assist me. Or you will observe the deaths of the fellow humans you bleat for," he waved a hand to the door. "And all like them."

Fred drew a shaking breath and hoped that the look she gave Illyria held all the contempt and suspicion she felt for it.

"So you're saying you're gonna take over the world. You're just gonna do it tomorrow?"

Illyria pursed his lips. "Your measurement of time is inconsequential. Once I raise my army, your humans will perish regardless. In truth, I postpone the inevitable to provide you with the illusion of choice."

"Oh." She pulled her remaining hand out of Illyria's glove. "Well, thanks for that, I guess."

"It is an unfortunate consequence of the shell," Illyria answered, with a trace of a sigh. "It felt affection for you…" he paused, as though listening. "Winifred Burkle. Vampire memories of sentiment are like the bitterest swill in my mouth. But they will be valuable, if they augment your duty to me."

Fred glanced over to the door one more time, at the men, her friends, hovering mid-scramble, eyes wide and wild and begging for release.

"There's just one thing."

"Speak."

"What's a Qwa'ha Xahn?"

Illyria explained. In time, Fred imagined that he would expound on whatever she asked. She guessed that he liked the sound he made with Spike's vocal apparatus, how its pontification took on a certain charm. Perhaps that's why he drew some explanations out, took his time in elucidating every detail. Even over ten days.

A Qwa'ha Xahn: a priest, a guide, a translator, an ambassador, a disciple, an attendant, a guard, a confidante, a supplicant. And tonight, he told her, a vessel.

Fred wrinkled her nose at him, looking up from the heap of texts at her small kitchen table where she did her research. "How's that again?"

Illyria had looked smug. "I did not think you understood the full breadth of your designation. It appears I have expected conduct from you that you had no means of supplying. I…" he hesitated, looking troubled. "I…apologize."

She could not shirk the meaning behind his apology, nor could she stop feeling somewhat sick. When she thought of herself and a "vessel," she kept picturing the splinters and fragments of shattered glassware from her lab. He couldn't mean…no.

"Now you have the requisite knowledge of your role to me, in all of its permutations," he continued. "I suppose I must give you the opportunity to respond." She felt his hand press on her shoulder. "Will you consent to be my vessel, Winifred Burkle?"

Her mouth went dry. "You're…asking me?"

"Let us convene out of doors," Illyria said. "This atmosphere is oppressive."

Fred nodded quickly and closed the book with trembling hands. "You can say that again."

Illyria cocked his head at her. "I have already said it once. What would be the purpose of repeating it?"

"Never mind," she sighed and took him to her rooftop, where not even the night air could clear what brewed between them.

"While I waited for you to uncover my palace and temple, this world held some value to me, some interest. Some assurance of meaning. However, since the deterioration of my power that your companion forced upon me," Illyria shook his head. "It appears that even my own kingdom is lost to me now."

Fred folded her arms and leaned against the building's ledge, trying to keep her distance from him in both mind and body. "So you don't want me to find it?"

"There is no reason," he replied. "I cannot return to my army in this form. I would be slaughtered on sight for being a mockery of their true leader." He gave Fred a sidelong glance. "You proved to me as much when you arranged my meeting with the Slayer. I saw too clearly that my followers would experience a similar reaction upon facing the appearance of the half-breed."

She had no idea how to respond and finally felt that wellspring of sympathy wash up within her again. "I'm sorry."

"Your apology is unnecessary," his lips softened from their usual stern line. "But appreciated."

"So," Fred dared to walk closer to him. "What happens now?"

"I do not wish to die."

"Of course not!" she gasped. "I wouldn't think…" The need to lie dissolved on her tongue.

"I do not wish to conquer."

"Okay. Well, in that case, I should call Angel, see about getting you demon-hunting or something…"

"I wish to continue."

Fred stayed very still. "Illyria," she said, his name sounding so odd coming from her mouth. She never used it. "What does that mean?"

"You are female. The ideal vessel with which to contain my essence. Had I indeed been born into you as the other human had intended, this ritual would have been somewhat…different."

"I'll say," she gulped.

"You will say what?"

He didn't get it. Figures of speech. Or, she thought, maybe he did get it all too well.

_I will say no, she thought. No, no, no, no. A thousand times no. _

It took this clammy night full of protean music, an unsettling offer from an animated corpse, and a dangerous lack of sleep to make Fred finally realize her purpose. The true meaning of her pursuit in one bastardized body: for while Illyria exhausted, frustrated, and terrified her, the fascination drove her on. Fred simply could not leave him alone, and her cheeks burned to think of it. Knowing how damning, weak and vulgar her behavior had become made no dent, although it did explain for her why normal folk feared scientists and their craft. Why the first scientists, the shaman and witches, got banished from their villages. In her pursuit of elusive Illyria, Fred had become her own proof that when caught between humanity and knowledge, the knowledge would always win. Illyria understood this; unlike Fred, he made no attempts to conceal or rechannel it. If they believed that bastard Doctor Sparrow, Spike's soul had been consumed in an instant. Fred wondered if hers had already followed at a slower pace -- tapped in small doses, a little more disappearing every day.

"Just think of it," she said. "As one more experiment." She took one of Illyria's cold marble hands and placed it around her waist. "Okay?"

"Of course," he agreed. "What else would it be?"

She shrugged and tentatively moved against him. The cool leather like flesh, pliant and receptive under her skin, sending her whole body into a pang of need for him, to _know_ – to know all of it, all of him.

He looked down at each of their waists. "Humans continue to mate in this way?"

"Last I checked," Fred answered shyly. "It's been a while."

"I will endeavor not to hurt you, but of course I can make no guarantees."

"Well, that's a relief."

He paused. "Do you wish me to take his appearance?"

"More than you know. And you can't. I know that, too. Now."

"So this will suffice."

"Yes," she said, realizing the truth of it. "You will." He ran his bare hand across her cheek, down her throat and swept over the hard points of her breasts in the pure wonderment of exploration. A soft moan slipped from her tongue and his lips turned up in contentment.

"Now that," he whispered, moving over her at last. "That is music."

END

Request by flurblewig for the Fred Ficathon, organized by thomasina75

Pairing (if any): Fred/Illyria  
Up to two other characters you want included (optional): Buffy, Angel  
Three things you want in your fic: Illyria took Spike's body instead of Fred's. Angel and Buffy's reactions to the relationship. Hints of previous/existing A/S.  
Two things you don't want in your fic: Character bashing, fluff.  
Rating Preference: Up to R


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